INSPERITY, INC. — Director's Dealing 2021

Feb 26, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSPERITY, INC. (NSP)
CIK: 0001000753
Period of Report: 2021-02-23

Reporting Person: SHARP DOUGLAS S (SVP Finance, CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-23	Common Stock	M	9459	—	Acquired	27473	Direct
2021-02-23	Common Stock	M	19533	—	Acquired	47006	Direct
2021-02-24	Common Stock	S	5000	$83.75	Disposed	42006	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-23	Phantom Stock Performance Units (Stock Settled)	$	A	2152	Acquired		Common Stock (2152)	Direct
2021-02-23	Phantom Stock Performance Units (Stock Settled)	$	A	1794	Acquired		Common Stock (1794)	Direct
2021-02-23	Phantom Stock Performance Units (Stock Settled)	$	A	3680	Acquired		Common Stock (3680)	Direct
2021-02-23	Phantom Stock Performance Units (Stock Settled)	$	M	9459	Disposed		Common Stock (9459)	Direct
2021-02-23	Phantom Stock Performance Units (Stock Settled)	$	A	19533	Acquired		Common Stock (19533)	Direct
2021-02-23	Phantom Stock Performance Units (Stock Settled)	$	M	19533	Disposed		Common Stock (19533)	Direct

Footnotes

F1: On this date, the Compensation Committee certified the achievement of the final performance conditions for these three-year performance period awards granted in 2018. These shares of Insperity, Inc. common stock ("Common Stock") will be settled as soon as practicable.

F2: The number of shares does not include additional shares related to the cash value of dividend rights that will be settled in shares of Common Stock. The value of these dividend rights will be based on the fair market value of the Common Stock on the trading day immediately preceding the final settlement date following the certification of the final performance conditions.

F3: On this date, the Compensation Committee certified the achievement of the final performance conditions for these one-year performance period awards granted in 2020. These shares of Common Stock will be settled as soon as practicable.

F4: Each phantom stock performance unit represents a contingent right to receive one share of Common Stock pursuant to the terms of the Long-Term Incentive Plan (the "LTIP") and short-term awards issued under the Insperity, Inc. 2012 Incentive Plan based on the applicable three-year or one-year performance period award cycle, respectively.

F5: These three-year performance period awards were granted in 2018. The Compensation Committee certified the achievement of the performance conditions related to 2020 performance on this date. No further performance periods remain for this grant.

F6: These phantom stock performance units vest at the end of the three-year award cycle period for LTIP awards or at the end of a one-year award cycle period for short-term awards following certification in accordance with the LTIP or short-term awards of the achievement of all performance goals for the performance periods applicable to such award.

F7: These three-year performance period awards were granted in 2018. The Compensation Committee certified the achievement of the relative total shareholder return performance of Insperity's Common Stock against the performance of Insperity's 2018 compensation peer group of companies on this date. No further performance periods remain for this grant.

F8: These three-year performance period awards were granted in 2020. The Compensation Committee certified the achievement of the performance conditions related to 2020 performance on this date.

F9: These one-year performance period awards were granted in 2020. The Compensation Committee certified the achievement of the performance conditions related to 2020 performance on this date. No further performance periods remain for this grant.